EX-10.13



 Exhibit 10.13 
 SERIES E PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT 

This Series E Preferred Stock and Warrant Purchase Agreement, dated as of June 13, 2013 (this
“Agreement”), is entered into by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the several purchasers named in Attachment 1 attached hereto (each a
“Purchaser” and collectively, the “Purchasers”). 
 WHEREAS, the Company desires to
sell, and the Purchasers desire to purchase, (i) shares of its Series E Preferred Stock, $0.001 par value per share (“Series E Preferred Stock”), and (ii) warrants (the “Series A Warrants”) to purchase
shares of Series A Preferred Stock of the Company, $0.001 par value per share (the “Series A Preferred Stock”); and 
 NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows: 
 1. AUTHORIZATION AND SALE OF SECURITIES. 
 1.1
Authorization. On or prior to the Closing Date (as defined below), the Company shall have (a) duly authorized (i) the sale and issuance, pursuant to the terms of this Agreement, of up to 17,111,567 shares of its Series E
Preferred Stock (the “Shares”) and the issuance of such shares of Series A Common Stock of the Company, $0.001 par value per share (“Series A Common Stock”), to be issued upon conversion of the Shares (the
“Series E Conversion Shares”), each having the rights, restrictions, privileges and preferences set forth in the Fourth Amended and Restated Certificate of Incorporation of the Company attached hereto as Exhibit A (the
“Charter”), (ii) the sale and issuance, pursuant to the terms of this Agreement of certain Series A Warrants and (A) the issuance of such shares of Series A Preferred Stock, which will be issuable upon the exercise of the
Series A Warrants (the “Series A Warrant Shares”), (B) the issuance of shares of Series A-1 Preferred Stock of the Company, $0.001 par value per share (the “Series A-1 Preferred Stock”) issuable upon the
conversion of the Series A Warrant Shares (the “Warrant Exchange Shares”), (C) the issuance of shares of Series A Common Stock issuable upon the conversion of the Series A Warrant Shares (the “Voting Conversion
Shares”), and (D) the issuance of shares of Series B Common Stock of the Company, $0.001 par value per share (the “Series B Common Stock”), issuable upon the conversion of the Warrant Exchange Shares or the Voting
Conversion Shares, as the case may be (the “Non-Voting Conversion Shares,” and together with Series E Conversion Shares, the Voting Conversion Shares and Warrant Exchange Shares, the “Conversion Shares”), each
having the rights, restrictions, privileges and preferences set forth in the Charter; and (b) adopted and filed the Charter with the Secretary of State of the State of Delaware. 

1.2 Sale of Shares and Warrants. Subject to the terms and conditions of this Agreement, at the Closing (as defined below),
the Company will sell and issue to each Purchaser, and each Purchaser agrees, severally and not jointly, to purchase from the Company, (i) the number of shares of Series E Preferred Stock set forth opposite such Purchaser’s name on
Attachment 1 and (ii) one or more Series A Warrant to purchase that number of shares of Series A Preferred Stock set forth opposite each Purchaser’s name on Attachment 1, for an aggregate purchase price of $1.461 per
share of Series E Preferred Stock and related warrant, payable in cash by wire transfer to an account designated by the Company. The Series A Warrant shall be in the form and substance of Exhibit B attached








 
to this Agreement and shall provide for an exercise price of $0.01 per share of the Series A Preferred Stock, subject to adjustment as provided therein. The Shares, the Series A Warrants, the
Series A Warrant Shares and the Conversion Shares shall be referred to collectively in this Agreement as the “Securities.” 

2. THE CLOSING. 
 2.1
Closing. Subject to the satisfaction of all of the conditions set forth in Sections 5 and 6 hereof, the closing of the issuance and sale of the Shares and the Series A Warrants shall be held at the offices of Lowenstein
Sandler LLP, 65 Livingston Avenue, Roseland, New Jersey 07068, at 12:00 p.m. Eastern Daylight Time on June 13, 2013, or at such later time or such other place as the Company and the Purchasers acquiring a majority of the Shares (the
“Required Purchasers”) hereto shall mutually agree. The date on which the Closing is actually held is referred to herein as the “Closing Date.” 

2.2 Delivery. At the Closing, subject to the terms and conditions hereof, in addition to the deliveries required pursuant
to Section 5 hereof, the Company will deliver to each Purchaser (i) a certificate representing the number of Shares, and (ii) a Series A Warrant purchased at the Closing by such Purchaser, against payment of the purchase price
therefor. 
 2.3 Use of Proceeds. The proceeds from the sale of the Shares and the Series A Warrants shall be used
to fund the Company’s development and operations. 
 2.4 Cooperation. Each Purchaser acknowledges that
it is aware of the provisions set forth in Article Fourth, Section 5A of the Charter which provides for special mandatory conversion of certain classes of the Company’s preferred stock in connection with certain events (the
“Special Mandatory Conversion Provisions”). The Company hereby agrees to (i) take all actions reasonably necessary and consistent with the Charter and all applicable law to give effect to the Special Mandatory Conversion
Provisions, (ii) enforce applicable transfer restrictions on the shares of the Company’s preferred stock subject to these provisions and (iii) place legends on any certificates issued in respect of such securities on or after the date
hereof. 
 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Subject to and except as disclosed by the Company in the schedules attached
hereto specifically identifying the relevant subparagraph(s) hereof (the “Disclosure Schedules”), the Company hereby represents and warrants to the Purchasers, as of the date hereof unless otherwise specified, as follows:

 3.1 Organization and Standing. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has full power and authority to own and operate, license or lease its properties, whether tangible or intangible, and conduct its business as currently conducted and as proposed to be conducted by
it and to enter into and perform this Agreement (including all schedules and exhibits hereto) and each of the other agreements required to be executed by the Company on or prior to the Closing pursuant to Section 5.1 hereof (the
“Ancillary Agreements”) and to carry out the transactions required to be executed by the Company contemplated by this Agreement and the Ancillary Agreements. The Company is duly qualified to do business as a foreign corporation and
is in good standing in every jurisdiction in which the failure to so qualify is reasonably likely to have a Material Adverse Effect. The Company has furnished to counsel to the Purchasers true and complete copies of the Charter and the
Company’s By-Laws (the “By-Laws”), each as amended to date and as presently in effect. 

  
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 3.2 Authority for Agreement. The execution, delivery and performance by the
Company of this Agreement (including all schedules and exhibits hereto) and each of the Ancillary Agreements to which the Company is a party, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly
authorized by all necessary corporate action. This Agreement (including all schedules and exhibits hereto) and the Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and constitute valid and
binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, receivership, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. The execution of, and performance of, the transactions contemplated by this
Agreement (including all schedules and exhibits) and the Ancillary Agreements and compliance with the respective provisions thereof by the Company will not, to the Company’s knowledge, violate any provision of law and will not conflict with or
result in any material breach of any of the terms, conditions or provisions of, or constitute a material default under, or require a consent or waiver under, (x)(i) the Charter or the By-Laws or (ii) any material indenture, lease, agreement or
other instrument to which the Company is a party or by which it or any of its properties (whether tangible or intangible) is bound, or (y) any decree, judgment, order, statute, rule or regulation applicable to the Company. 

3.3 Governmental Consents. Except for such qualifications or filings under applicable securities laws as may be required in
connection with the transactions contemplated by this Agreement or as provided in Schedule 3.3 hereto, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental
authority is required on the part of the Company in connection with the execution and delivery of this Agreement (including all schedules and exhibits hereto) and the Ancillary Agreements to which the Company is a party, the offer, issuance, sale
and delivery of the Securities, or the other transactions to be consummated at the Closing, as contemplated by this Agreement (including all schedules and exhibits hereto), except such filings as shall have been made prior to and shall be effective
on and as of the Closing. Based in part on the representations made by the Purchasers in Section 4 hereof, the offer, sale and issuance of the Securities to the Purchasers will be in compliance with all applicable federal and state
securities laws. 
 3.4 Litigation. Except as provided in Schedule 3.4 hereto, there is no action,
suit or proceeding, or governmental inquiry or investigation, pending against the Company or, to the Company’s knowledge, threatened against the Company or threatened or pending against any of the Company’s directors or executive officers,
including, without limitation, any litigation which questions the validity of this Agreement (including all schedules and exhibits hereto) or the Ancillary Agreements or the right of the Company to enter into any of them, nor is there any litigation
pending against the Company or, to the Company’s knowledge, threatened against the Company or threatened or pending against any of the Company’s directors or executive officers by reason of activities of the Company or negotiations by the
Company or any of the directors or executive officers with possible investors in the Company. There is not any action, suit, proceeding or investigation pending or, to the Company’s knowledge, threatened against the Company involving


  
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the prior employment of any of the Company’s employees or their obligations under any agreements with prior employers. Except as provided in Schedule 3.4 hereto, there is no action,
suit, proceeding or investigation by the Company currently pending or that the Company intends to initiate. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency
or instrumentality. 
 3.5 Capitalization Upon filing the Charter and prior to the issuance of the Shares and the
Series A Warrants hereunder, the Company has a total authorized capitalization consisting of: (a) 183,875,335 shares of Common Stock, par value $0.001 par value per share (the “Common Stock”), of which (i) 154,634,244
shares have been designated Series A Common Stock, of which (A) 7,562,234 shares are issued and outstanding; (B) 27,837,856 shares have been reserved for issuance upon conversion of the Company’s Series A Preferred Stock (including
the Series A Warrant Shares); (C) 37,200,000 shares have been reserved for issuance upon conversion of the Company’s Series B Preferred Stock, $0.001 par value per share (“Series B Preferred Stock”); (D) 15,094,340
shares have been reserved for issuance upon conversion of the Company’s Series C Preferred Stock, $0.001 par value per share (“Series C Preferred Stock”); (E) 32,511,979 shares have been reserved for issuance upon
conversion of the Company’s Series D Preferred Stock, $0.001 par value per share (the “Series D Preferred Stock”); (F) 17,111,567 shares have been reserved for issuance upon conversion of the Series E Preferred Stock;
(G) 2,480,000 shares have been reserved for issuance upon exercise of outstanding warrants to purchase shares of Series B Preferred Stock; and (H) 14,836,268 shares will be reserved for issuance under the Company’s 2009 Equity
Incentive Plan, as amended (the “Plan”), and (ii) 29,241,091 shares have been designated Series B Common Stock, $0.001 par value per share, all of which have been reserved for issuance upon conversion of the Series A-1
Preferred Stock (including the Warrant Exchange Shares) and/or certain shares of Series A Common Stock (including the Voting Conversion Shares) in accordance with the Company’s Charter, as the case may be; and (b) 161,476,833 shares of
Preferred Stock, $0.001 par value per share (the “Preferred Stock”), of which (i) 27,837,856 shares have been designated as Series A Preferred Stock, 10,726,289 of which are issued and outstanding and 17,111,567 of which are
reserved for issuance upon exercise of the Series A Warrants; (ii) 29,241,091 shares have been designated Series A-1 Preferred Stock, of which 1,403,235 are issued and outstanding and 27,837,856 are reserved for issuance upon conversion of the
Series A Preferred Stock (including the Series A Warrant Shares); (iii) 39,680,000 shares have been designated Series B Preferred Stock, 37,200,000 of which are issued and outstanding and 2,480,000 of which are reserved for issuance upon
exercise of outstanding warrants; (iv) 15,094,340 shares have been designated Series C Preferred Stock, all of which will be issued and outstanding; (v) 32,511,979 shares have been designated Series D Preferred Stock, all of which will be
issued and outstanding; and (vi) 17,111,567 shares have been designated Series E Preferred Stock, all of which are issued and outstanding as of the Closing upon issuance pursuant to this Agreement. All of the issued and outstanding shares of
the Company’s capital stock have been duly authorized and validly issued and are fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the
“Securities Act”). Except as set forth in Schedule 3.5 or as otherwise provided in this Agreement, including pursuant to the Series A Warrants, (1) no subscription, warrant, option, convertible security or other right
(contingent or otherwise) to purchase or acquire any shares of capital stock of the Company is authorized or outstanding, 

  
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(2) the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any
shares of its capital stock any evidences of indebtedness or assets of the Company, and (3) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein
or to pay any dividend or make any other distribution in respect thereof. The issuance and sale of the Shares and all other outstanding shares of capital stock of the Company is in compliance with any and all applicable rights of first refusal,
preemptive rights or similar rights of any third party. The rights, preferences, privileges and restrictions of the Shares are as stated in the Charter. 
 3.6 Subsidiaries. The Company has no subsidiaries and does not own or control, directly or indirectly, any shares or units of capital securities of any other corporation or any interest in
any partnership, joint venture or other non-corporate business or charitable enterprise. 
 3.7 Stockholder List
and Agreements. Attached as Schedule 3.7 hereto is a true and complete list of the stockholders, option holders and warrant holders of the Company immediately prior to the Closing, showing the number of shares of Common Stock,
Preferred Stock, options to purchase shares of Common Stock and warrants exercisable for shares of Common Stock or Preferred Stock held by each. Except as provided in Schedule 3.7 hereto, there are no agreements, written or oral, between the
Company and any holder of its capital stock (including holders of derivative securities) or, to the Company’s knowledge, among any holders of its capital stock (including holders of derivative securities), relating to the acquisition
(including, without limitation, rights of first refusal, preemptive rights or similar rights), disposition, registration under the Securities Act, including the regulations promulgated thereunder, or voting of the capital stock (including derivative
securities) of the Company. To the Company’s knowledge, none of such Persons has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a direct business
relationship, or any firm or corporation that competes with the Company, except that employees, officers, or directors of the Company and members of their immediate families may own securities of publicly traded companies (not to exceed 2% of such
companies’ capital stock) that may compete with the Company. 
 3.8 Issuance of Securities.

 (a) The issuance, sale and delivery of the Shares in accordance with this Agreement, and the issuance and delivery of the
shares of Series A Common Stock issuable upon conversion of the Shares, have been duly authorized by all necessary corporate action on the part of the Company, and all such shares have been duly reserved for issuance. The Shares when so issued, sold
and delivered against payment therefor in accordance with the provisions of this Agreement, and the Series E Conversion Shares, if and when issued upon such conversion, will be duly and validly issued, fully paid and nonassessable and free of
restrictions on transfer other than restrictions on transfer under the Ancillary Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. 

(b) The issuance, sale and delivery of the Series A Warrants in accordance with this Agreement and the issuance and delivery of the
Series A Warrant Shares issuable upon exercise of the Series A Warrants, have been duly authorized by all necessary corporate action on the part of the Company, and all such Series A Warrant Shares have been duly reserved for issuance, and upon
the 

  
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issuance, sale and delivery of such Series A Warrant Shares in accordance with the terms and for the consideration set forth in the Series A Warrant, will be validly issued, fully paid and
nonassessable and free of restrictions on transfer other than restrictions on transfer under the Ancillary Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. 

(c) The Shares of Series A-1 Preferred Stock issuable upon conversion of the Series A Warrant Shares have been duly reserved for
issuance, and upon issuance in accordance with the terms of the Charter (assuming, in the case of the Series A Warrant Shares, the prior issuance, sale and delivery of such in accordance with the terms and for the consideration set forth in the
Series A Warrants), will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Ancillary Agreements, applicable federal and state securities laws and liens or encumbrances
created by or imposed by a Purchaser. 
 (d) The Shares of Series A Common Stock issuable upon conversion of the Series A
Warrant Shares have been duly reserved for issuance, and upon issuance in accordance with the terms of the Charter (assuming, in the case of the Series A Warrant Shares, the prior issuance, sale and delivery of such in accordance with the terms and
for the consideration set forth in the Series A Warrants), will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Ancillary Agreements, applicable federal and state
securities laws and liens or encumbrances created by or imposed by a Purchaser. 
 (e) The Shares of Series B Common Stock
issuable upon conversion of the Warrant Exchange Shares or the Voting Conversion Shares, as the case may be, have been duly reserved for issuance, and upon issuance in accordance with the terms of the Charter (assuming, in the case of the Warrant
Exchange Shares, the prior issuance, sale and delivery of such in accordance with the terms and for the consideration set forth in the Series A Warrants), will be validly issued, fully paid and nonassessable and free of restrictions on transfer
other than restrictions on transfer under the Ancillary Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. 

3.9 Financial Statements. Set forth on Schedule 3.9 is the last regularly prepared financial statements completed
prior to the Closing (the “Financial Statements”, and the date of the balance sheet included in the Financial Statements, the “Balance Sheet Date”). The Financial Statements are complete and correct, are in
accordance with the books and records of the Company and present fairly the financial condition, cash flow, changes in stockholder equity and results of operations of the Company as at the dates and for the periods indicated, subject in the case of
unaudited financial statements to normal year-end audit adjustments and the absence of footnotes. The Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles applied on a consistent basis throughout the
periods indicated, except that the unaudited financial statements may not contain all footnotes required by Generally Accepted Accounting Principles. 
 3.10 Absence of Changes. Since the Balance Sheet Date and except as provided in Schedule 3.10 there has not been: (a) any change in the assets, liabilities, financial condition
or operations of the Company from that reflected in the Financial Statements, 

  
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except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect; (b) any change, except changes in the
ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any damage,
destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver or compromise by the Company of a valuable right or of a material debt owed to it;
(e) any loans made by the Company to the Company’s employees or directors other than travel advances made in the ordinary course of business; (f) any extraordinary increases in the compensation of any of the Company’s employees
or directors; (g) any declaration or payment of any dividend or other distribution of the assets of the Company; (h) any issuance or sale by the Company (whether or not contingent) of any shares of its Common Stock, Preferred Stock or any
other securities (including derivative securities); (i) any transaction or agreement consummated or entered into by the Company other than in the ordinary course of business; (j) to the Company’s knowledge, any other event or
condition of any character that has or is reasonably likely to have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted
in the ordinary course of business); or (l) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do any of the things described in this Section 3.10. 

3.11 Taxes. The Company has timely filed or has obtained presently effective extensions with respect to all federal, state,
county, local and foreign tax returns which are required to be filed by it (including, without limitation, those due in respect of its properties, income, franchises, licenses, sales and payrolls) and all taxes shown thereon to be due have been
timely paid with exceptions not material to the Company. The Company’s returns and reports are complete and accurate in all material respects. The Company has paid all taxes and other assessments due. Federal income tax returns of the Company
have not been audited by the Internal Revenue Service, and no controversy with respect to taxes of any type is pending or, to the Company’s knowledge, threatened. 
 3.12 Property and Assets. 
 (a) The Company has good, clear,
transferable and marketable title to all of its material properties and assets, whether tangible or intangible, and none of such properties or assets is subject to any mortgage, pledge, lien, security interest, lease, license, charge or encumbrance,
other than (i) those resulting from taxes which have not yet become delinquent, (ii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the
Company, and (iii) those that have otherwise arisen in the ordinary course of business and do not materially detract from the value of the property subject thereto or materially impair the operations of the Company. 

(b) The Company has not granted rights to manufacture, produce, assemble, license, market or sell its products to any Person and is not
bound by any agreement that adversely affects the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products. 
 (c) The Company hereby represents that it is not now and has never been a “United States real property holding corporation”, as defined in Section 897(c)(2) of the Internal Revenue Code of
1986, as amended (the “Code”), and Treasury Regulation Section 1.897-2(b), and that the Company has filed with the Internal Revenue Service all statements, if any, with its United States income tax returns, which are required
under Treasury Regulation Section 1.897-2(h). 

  
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 3.13 Intellectual Property. 

(a) Schedule 3.13(a) lists all patents, patent applications, trademarks, service marks, trademark and service mark
registrations and registration applications, trade names, trade name registrations, logos, trade dress, and copyright registrations that are directly or indirectly owned or controlled in whole or in part by the Company or used in the business of the
Company as now being conducted (collectively, “Intellectual Property”), including, in the case of any Intellectual Property not owned by the Company, the licenses or other agreements or arrangements (other than for off-the-shelf
software programs that have not been customized for its use) pursuant to which the Company has the right to use such Intellectual Property. Except as set forth in Schedule 3.13(a) and excluding off-the-shelf software programs that have
not been customized for its use, (i) the Company owns, or is licensed or authorized or otherwise has the right to use all Intellectual Property as it is being used in the business of the Company as now being conducted without the payment of
royalties or other consideration (including any obligations to issue equity securities to any third party); and (ii) no governmental registration of any of the Intellectual Property has lapsed, expired or been cancelled, abandoned, opposed or
the subject of a reexamination request. 
 (b) In any instance where the Company’s rights to Intellectual Property arise
under a license or similar agreement (other than for off-the-shelf software programs that have not been customized for its use), this is indicated in Schedule 3.13. Except for Intellectual Property (i) indicated in Schedule
3.13(b) as owned by a third party and used by the Company under a license or similar agreement, or (ii) indicated in Schedule 3.13(b) as owned by the Company and licensed to a third party, the Company has not granted to any
other Person and, to the knowledge of the Company, no other Person has, an interest in or right or license to use any of the Intellectual Property. To the Company’s knowledge, none of the Intellectual Property is being infringed by others, or
is subject to any outstanding order, decree, judgment, or stipulation. No litigation (or other proceeding in or before any governmental agency or arbitral body) relating to or challenging the scope, validity or enforceability of any of the
Intellectual Property is pending, or to the Company’s knowledge, threatened, nor, to the Company’s knowledge, is there any basis for any such litigation or proceeding. The Company has kept secret and has not disclosed, except pursuant to
written confidentiality agreements, any trade secrets or confidential information included in the Company’s Intellectual Property and maintains reasonable security measures for the preservation of the secrecy and proprietary nature of its trade
secrets or other confidential information included in the Company’s Intellectual Property including the use of written confidentiality agreements with any Person receiving the same. 

(c) To the Company’s knowledge: (i) the Company has not infringed or made unlawful use of, and is not infringing or making
unlawful use of, any intellectual property or other proprietary or confidential information of any other Person; and (ii) the activities of the Company’s employees and contractors in connection with their employment or contractual
relationship with the Company do not 

  
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violate any agreements or arrangements that any such employees or consultants have with any former employer or any other Person. No litigation (or other proceeding in or before any governmental
agency or arbitrator body) charging the Company with infringement or unauthorized or unlawful use of any patent, trademark, service mark, copyright or trade secret is pending, or to the Company’s knowledge, threatened. Except as indicated in
Schedule 3.13(c), the Company has not received any cease-and-desist letter, offer to license or any other communication from any other Person identifying any intellectual property other than Intellectual Property as relevant to the
Company’s business as presently conducted or as proposed to be conducted. 
 (d) To the Company’s knowledge, no
officer, director, employee, or consultant of the Company is obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court or administrative agency, that conflicts or may conflict with his or her agreements
and obligations to promote the interests of the Company. 
 3.14 Insurance. The Company maintains insurance
covering its properties and business adequate and customary for the type and scope of the Company’s properties and business. A list of all of the insurance coverage maintained by the Company is set forth in Schedule 3.14 hereto.
The Company is not in default with respect to payment of premiums on any such policy of insurance and no claim is pending under any such policy. 
 3.15 Material Contracts and Obligations. Except as contemplated by this Agreement or as listed in Schedule 3.15 hereto, the Company is not a party to any material agreement or
commitment of any nature, including without limitation: (a) any agreement that requires future expenditures by the Company in excess of $50,000 either individually or in the aggregate, (b) any employment or consulting agreement, employee
benefit, bonus, pension, profit-sharing, stock option, stock purchase or similar plan or arrangement, (c) any agreement with any stockholder, officer, director or, to the Company’s knowledge, Affiliate (as such term is defined below) of
the Company or any of their respective immediate family members, including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments
to, any such Person (to the Company’s knowledge, none of such Persons has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any
firm or corporation that competes with the Company, except that employees, officers, or directors of the Company and members of their immediate families may own securities of publicly traded companies (not to exceed two percent (2%) of such
companies’ capital stock) that may compete with the Company), (d) any agreement relating to the transfer or license of any Intellectual Property, or (e) agreements restricting the development, manufacture or distribution of the
Company’s products or services, including any distributor or sales representative agreements. As to each agreement or commitment listed in Schedule 3.15: (i) the Company is not in material default thereunder, and, to the
Company’s knowledge, no other party thereto is in material default thereunder; (ii) no event has occurred which is or, after the giving of notice or passage of time or both, would constitute a material breach thereof by the Company or, to
the Company’s knowledge, by any other party thereto; (iii) the Company has not received written notice of an intention to cancel or terminate such agreement or commitment; and (iv) the consummation of the transactions contemplated
hereby will not constitute a material default thereunder or material breach thereof. The term “Affiliate” means any Person directly or indirectly controlling, controlled by or under common control with another Person.


  
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 3.16 Absence of Undisclosed Liabilities. The Company has not (i) declared
or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 or, in
the case of indebtedness and/or liabilities individually less than $10,000, in excess of $100,000 in the aggregate (except for current liabilities incurred in the ordinary course of business), (iii) made any loans or advances to any Person,
other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory or license grants in the ordinary course of business. Except as listed in
Schedule 3.16 hereto or as fully disclosed or reserved for in the Financial Statements, the Company does not, to its knowledge, have any material obligations or liabilities (whether accrued, absolute, contingent, liquidated,
unliquidated or otherwise, whether due or to become due) (“Liabilities”) required by generally accepted accounting principles to be reflected on a balance sheet except (i) liabilities and obligations incurred after the date of
the Financial Statements and (ii) future performance obligations under the agreements and commitments to which or by which the Company is bound as of the date hereof. 

3.17 Compliance. The Company has, to its knowledge, complied with all laws, regulations and orders applicable to its
present business and has all material permits and licenses required thereby, except for any violation of or default under any laws, regulations or orders which will not have a Material Adverse Effect. There is no term or provision of any mortgage,
indenture, contract, agreement or instrument to which the Company is a party or by which it is bound or, to the Company’s knowledge, of any provision of any state or federal judgment, decree, order, statute, rule or regulation applicable to or
binding upon the Company that has a Material Adverse Effect or, as far as the Company may now foresee, in the future is reasonably likely to have a Material Adverse Effect. 

3.18 Employees. Set forth in Schedule 3.18 hereto is a list of the names of the executive officers and all
other employees of the Company, together with the title or job classification of each such individual. Except as set forth in Schedule 3.18 hereto, none of such Persons has an employment agreement or understanding, whether oral or
written, with the Company that is not terminable on less than 90 days’ notice by the Company without cost or other liability to the Company. All Persons identified in Schedule 3.18 have executed and delivered nondisclosure
and assignment of invention agreements in the form of Exhibit H attached hereto, and all of such agreements are in full force and effect. The Company is not aware that any of its employees are in violation thereof. None of the Company’s
employees is represented by any labor union, and there is no labor strike or other labor trouble pending or, to the Company’s knowledge, threatened with respect to the Company (including, without limitation, any organizational drive).

 3.19 ERISA. Except as set forth in Schedule 3.19 hereto, the Company does not have or
otherwise contribute to or participate in any employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended. Schedule 3.19 hereto sets forth all of the employee benefit plans of the Company.


  
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 3.20 Minute Books. The minute books of the Company accurately reflect all
material information relating to the meetings and other corporate actions of the Company’s stockholders and the Company’s Board of Directors (the “Board of Directors”) and any committees thereof. The stock ledger of the
Company is complete and reflects all issuances, transfers, repurchases and cancellations of shares of capital stock of the Company. 
 3.21 Disclosures. The Company has provided each Purchaser with all the information that such Purchaser has requested for deciding whether to purchase the Series E Preferred Stock and Series
A Warrants. The Company has provided the Purchasers with all material information that the Company believes is reasonably necessary to enable such Purchasers to decide whether to purchase the Series E Preferred Stock and the Series A Warrants, other
than such information relating to matters which are not reasonably likely to have a Material Adverse Effect on the Company. Neither this Agreement (including all schedules and exhibits hereto), nor the Ancillary Agreements (including all exhibits,
annexes and schedules thereto), nor any report, certificate or instrument furnished to the Purchasers or its counsel in connection with the transactions contemplated by this Agreement when read together, contains any untrue statement of a material
fact or, to the Company’s knowledge, omits to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading. 

3.22 Brokers. Except as set forth in Schedule 3.22, the Company has not retained any finder or broker in
connection with the transactions contemplated by this Agreement and agrees to indemnify and save the Purchasers harmless from and against any and all claims, liabilities or obligations with respect to brokerage or finders’ fees or commissions
in connection with the transactions contemplated by this Agreement asserted by any Person on the basis of any agreement, statement or representation alleged to have been made by the Company. 

3.23 Third Party Consents. Except as set forth in Schedule 3.23, to the Company’s knowledge, no consent
or approval is needed from any third party in order to effect the issuance and sale of the Securities, or any of the other transactions contemplated by this Agreement (including schedules and exhibits hereto) and the Ancillary Agreements.

 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each of the Purchasers represents and warrants to the Company, on behalf of
itself and not on behalf of the others, as follows: 
 4.1 Accredited Investor. Such Purchaser is an
“accredited investor” within the meaning of Rule 501(a) under the Securities Act, and understands that the Company has relied upon its being an accredited investor in deciding to proceed with the transactions contemplated hereby, and in
ascertaining the requirements of law applicable to the issuance and sale of the Shares and the Series A Warrants being purchased hereby. The Purchaser’s financial condition is such that the Purchaser is able to bear all economic risks of
investment in the Securities, including a complete loss of the Purchaser’s investments therein. The Purchaser acknowledges that the Company has provided it with adequate access to financial and other information concerning the Company as
requested and that it has had the opportunity to ask questions of and receive answers from the Company concerning the transactions contemplated under this Agreement and the Ancillary Agreements and to obtain therefrom any additional information
necessary to make an informed decision regarding an investment in the Company. 

  
 -11-









 4.2 Investment. The Purchaser is acquiring the Securities, for its own account
for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and, except as contemplated by this Agreement and the Ancillary Agreements, the
Purchaser has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. 
 4.3 Authority. The Purchaser has full power and authority to enter into and to perform this Agreement and the Ancillary Agreements in accordance with their respective terms. The Purchaser
represents that it has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Company. This Agreement and the Ancillary Agreements have been duly executed and delivered by the Purchaser and constitute valid
and binding obligations of each enforceable against it in accordance with their respective terms. The execution of and performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with the respective
provisions thereof by each of the Purchasers will not, to its knowledge, violate any provision of law and, if applicable, will not conflict with or result in any material breach of any of the terms, conditions or provisions of or constitute a
material default under, or require a consent or waiver under, its organizational documents (if any, and each as amended to date and as in effect as of the date hereof) or any indenture, lease, agreement or other instrument to which the Purchaser is
a party or by which it or any of its properties (whether tangible or intangible) is bound, or any decree, judgment, order, statute, rule or regulation applicable to the Purchaser. 

4.4 Unregistered Securities. The Purchaser acknowledges and agrees that the Securities, and any shares issuable upon
conversion or exercise thereof, must be held indefinitely until such time as they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser has been advised or is aware of the provisions
of Rule 144 promulgated under the Securities Act, which currently permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current
public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being through an unsolicited “broker’s transaction” or in transactions
directly with a market maker (as such term is defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and the number of shares being sold during any three-month period not exceeding specified
limitations. 
 4.5 Principal Place of Business. The address of the residence or the principal place of
business, as applicable, the latter of which is the office in which the Purchaser’s investment decision was made, is accurately set forth on Attachment 1. 

4.6 Brokers. The Purchaser has not retained any finder or broker in connection with the transactions contemplated by this
Agreement and the Purchaser separately agrees to indemnify and save the Company harmless from and against any and all claims, liabilities or obligations with respect to brokerage or finders’ fees or commissions in connection with the
transactions contemplated by this Agreement asserted by any Person on the basis of any agreement, statement or representation alleged to have been made by such Purchaser. 

  
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 4.7 Foreign Investors. If the Purchaser is not a United States Person (as
defined by Section 7701(a)(30) of the Code), such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of
this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need
to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. The Company’s offer and sale and Purchaser’s subscription and
payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of Purchaser’s jurisdiction. 
 4.8 Transfer Restrictions. Each Purchaser acknowledges and agrees that the Shares and the Series A Warrants and, if issued, the Series A Warrant Shares and Conversion Shares are subject to
restrictions on transfer as set forth in the Investor Rights Agreement. 
 5. CONDITIONS PRECEDENT OF THE PURCHASERS. Unless
otherwise indicated below, the obligation of the Purchasers to purchase Shares and Series A Warrants at the Closing is subject to the fulfillment, or the waiver by the Required Purchasers, of each of the following conditions (as applicable) on or
before the Closing: 
 5.1 Ancillary Agreements. 

(a) Prior to the Closing, the Third Amended and Restated Investor Rights Agreement in the form attached hereto as
Exhibit C (the “Investor Rights Agreement”) shall have been executed and delivered by each of the parties thereto other than the Purchasers and shall be in full force and effect as of the Closing. 

(b) Prior to the Closing, the Third Amended and Restated Voting Agreement in the form attached hereto as Exhibit D
(the “Voting Agreement”) shall have been executed and delivered by each of the parties thereto other than the Purchasers and shall be in full force and effect as of the Closing. 

(c) Prior to the Closing, the Third Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as
Exhibit E (the “Co-Sale Agreement”) shall have been executed and delivered by each of the parties thereto other than the Purchasers and shall be in full force and effect as of the Closing. 

(d) At the Closing, the Company shall have delivered to each Purchaser a Series A Warrant, representing the Series A Warrant Shares such
Purchaser is entitled to acquire in accordance with the provisions thereof in the form attached hereto as Exhibit A. 

5.2 Third Party Consents. The Company shall have obtained any and all material consents, permits and waivers (including all
authorizations, approvals or permits of any governmental authority or regulatory body of the United States of America or any state thereof) necessary or appropriate for consummation of the transactions contemplated by this Agreement and the
Ancillary Agreements, and the same shall be effective as of the date of the Closing, except for such as may be properly obtained subsequent to the date of the Closing. 

  
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 5.3 Certificates and Documents. The Company shall have delivered to the
Purchasers: (a) certificates, as of the most recent practicable date, as to the corporate good standing of the Company issued by the Secretary of State of the State of Delaware; and (b) a Certificate of the Secretary or an Assistant
Secretary of the Company, dated as of the Closing Date, certifying: (i) that attached thereto is a true and complete copy of the Charter; (ii) that attached thereto is a true and complete copy of the By-Laws; (iii) that attached
thereto is a true and complete copy of the resolutions of the Board of Directors and the stockholders of the Company authorizing and approving all matters in connection with this Agreement and the Ancillary Agreements and the transactions
contemplated hereby and thereby; and (iv) to the incumbency and specimen signature of certain officers of the Company. 
 5.4 Representations and Warranties. The representations and warranties of the Company contained in Section 3 shall be true and correct in all material respects (except for those
representations or warranties qualified by materiality, which shall be true and correct in all respects) on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date;
provided, however, that representations and warranties that speak as of a particular date shall remain so true and correct as of such date. 
 5.5 Performance. The Company shall have performed and complied with all agreements, obligations, covenants and conditions contained in this Agreement that are required to be performed or
complied with by it at or before the Closing. 
 5.6 Compliance Certificate. At the Closing, the Chief
Executive Officer of the Company shall have delivered to the Purchasers a certificate certifying that the conditions specified in Sections 5.4 and 5.5 have been fulfilled and stating that there has been no Material Adverse Effect since
the Balance Sheet Date other than as disclosed in this Agreement, including the schedules hereto. 
 5.7
Charter. The Charter shall have been filed with the Secretary of State of Delaware and a certified copy of the Charter shall have been provided to the Purchasers. 

5.8 Opinion of Counsel. The Purchasers shall have received an opinion from Lowenstein Sandler LLP, counsel for the Company,
dated as of the Closing Date, addressed to the Purchasers, satisfactory in form and substance to Required Purchasers, in the form of Exhibit F attached hereto. 

5.9 Management Rights Letter. Prior to the Closing, a Management Rights Letter substantially in the form attached hereto as
Exhibit G-1 shall have been executed by the Company and delivered to the Purchasers associated with OrbiMed Advisors, LLC, a Management Rights Letter substantially in the form attached hereto as Exhibit G-2 shall have been
executed by the Company and delivered to New Enterprise Associates 13, LP and a Management Rights Letter substantially in the form attached hereto as Exhibit G-3 shall have been executed by the Company and delivered to Aisling Capital
III, LP. 

  
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 6. CONDITIONS PRECEDENT OF THE COMPANY. The obligation of the Company to issue Shares and Series A
Warrants at the Closing is subject to the fulfillment, or the waiver by the Company, of each of the following conditions on or before the Closing: 
 6.1 Ancillary Agreements. Prior to the Closing, the Required Purchasers shall have executed and delivered the Voting Agreement, the Co-Sale Agreement and the Investor Rights Agreement, and
each such Ancillary Agreement shall be in full force and effect. 
 6.2 Representations and Warranties. The
representations and warranties of the Purchasers contained in Section 4 shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing
Date. 
 6.3 Performance. The Purchasers shall have performed and complied with all agreements, obligations
and conditions contained in this Agreement that are required to be performed or complied with at or before the Closing. 

6.4 Third Party Consents. The Purchasers shall have obtained any and all material consents, permits and waivers (including
all authorizations, approvals or permits of any governmental authority or regulatory body of the United States of America or any state thereof) necessary or appropriate for consummation of the transactions contemplated by this Agreement and the
Ancillary Agreements, and the same shall be effective as of the date of the Closing, except for such as may be properly obtained subsequent to the date of the Closing. 
 7. COVENANTS OF THE COMPANY 
 7.1 Nondisclosure Agreements.
The Company shall require all persons now or hereafter employed by the Company or engaged by it as a consultant to enter into nondisclosure and assignment of invention agreements if, and to the extent that, any have not previously been executed,
substantially in the form of Exhibit H or such other form as may be approved from time to time by the Board of Directors. 
 7.2 Reservation of Certain Shares of Capital Stock. The Company shall reserve and maintain a sufficient number of shares of Series A Common Stock, Series A Preferred Stock, Series A-1
Preferred Stock, and Series B Common Stock for issuance upon conversion of all of the outstanding Shares and exercise of all of the outstanding Series A Warrants, duly taking into account the reduction of shares available for issuance due to
conversion of all of the Company’s convertible securities and exercise of all of the Company’s stock options as well as any increase in the number of shares of Series A Common Stock, Series A Preferred Stock, Series A-1 Preferred
Stock, and Series B Common Stock issuable upon conversion of all convertible securities in accordance with the terms of the Charter or upon exercise of all such options in accordance with the terms applicable thereto. 

7.3 Restrictive Agreements Prohibited. Neither the Company nor any of its subsidiaries, if any, shall become a party to any
agreement which, by its terms, restricts the Company’s ability to perform under or comply with the terms of this Agreement, the Ancillary Agreements to which the Company is a party or the Charter. 

  
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 7.4 Compliance with Laws. The Company shall comply, and cause each of its
subsidiaries, if any, to comply, with all applicable laws, rules, regulations and orders, the noncompliance with which is reasonably likely to have a Material Adverse Effect. 

7.5 Amendment to Plan. Immediately following the Closing, the Company shall amend the Plan to increase the number of shares
authorized for issuance under the Plan by an amount determined by the Company’s Compensation Committee of the Board of Directors. 
 7.6 FIRPTA. The Company shall provide prompt notice to the Purchasers following any “determination date” (as defined in Treasury Regulation Section 1.897-2(c)(1)) on which the
Company becomes a United States real property holding corporation. In addition, upon a written request by a Purchaser, the Company shall provide such Purchaser with a written statement informing such Purchaser whether such Purchaser’s interest
in the Company constitutes a United States real property interest. The Company’s determination shall comply with the requirements of Treasury Regulation Section 1.897-2(h)(1) or any successor regulation, and the Company shall provide
timely notice to the Internal Revenue Service, in accordance with and to the extent required by Treasury Regulation Section 1.897-2(h)(2) or any successor regulation, that such statement has been made. The Company’s written statement to
such Purchaser shall be delivered to such Purchaser within ten (10) days of such Purchaser’s written request therefor. The Company’s obligation to furnish such written statement shall continue notwithstanding the fact that a class of
the Company’s stock may be regularly traded on an established securities market or the fact that there is no preferred stock then outstanding. 
 7.7 Insurance. The Company shall maintain (i) directors and officers liability insurance in an amount no less than $1.0 million and (ii) product liability insurance in an amount no
less than $1.0 million.  
 8. MISCELLANEOUS. 
 8.1 Successors and Assigns. This Agreement, and the rights and obligations of each Purchaser hereunder, may be assigned by the Purchaser to any Person to which Securities are transferred by
the Purchaser, and such transferee shall be deemed to be the “Purchaser” for purposes of this Agreement; provided that the transferee provides written notice of such assignment to the Company and agrees in writing to be bound by and comply
with all provisions of this Agreement. 
 8.2 Survival of Representations and Warranties. All covenants,
representations and warranties contained herein shall survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby and shall in no way be affected by any investigation of the subject matter thereof
made by or on behalf of the Purchasers or the Company. 
 8.3 Indemnification.  

(a) The Company agrees to indemnify and hold harmless each Purchaser and its respective directors, officers, trustees, members, managers,
employees and agents from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or


  
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defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to which such Person (as defined below) may become
subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under this Agreement and the Ancillary Agreements, and will reimburse any such Person for all such amounts as
they are incurred by such Person. 
 (b) Any Person entitled to indemnification hereunder shall (i) give prompt notice to
the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that
any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (a) the
indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person or (c) in the reasonable judgment of
any such Person, based upon written advice of its counsel, a conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such
Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure
of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the
defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for
all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. 

8.4 Expenses. The parties acknowledge and agree that the Company authorized Orbimed Advisors, LLC to engage external legal
counsel to lead the review of this Agreement, the Ancillary Agreements and the Charter. On the Closing Date, the Company shall reimburse Orbimed Advisors, LLC for the reasonable legal fees and expenses of such counsel in connection with such review.
Except as set forth above, the Company and each of the Purchasers shall be responsible for their own fees and expenses in connection with the transactions contemplated hereby. 

8.5 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given:
(i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail, telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iii) five days
after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of
receipt. 

  
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 If such notice is addressed to the Company, at 20 Independence Boulevard, 4th Floor, Warren,
New Jersey 07059, Attention: Chief Executive Officer, or at such other address or addresses as may have been furnished by ten days advance written notice in writing by the Company to such Purchaser. 

If such notice is addressed to any Purchaser, at the address set forth in Attachment 1, or at such other address or
addresses as may have been furnished by ten (10) days advance written notice to the Company in writing by such Purchaser. 

8.6 Entire Agreement. This Agreement and the Ancillary Agreements (including all exhibits, schedules and annexes to each)
and the Charter embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. 

8.7 Amendments. Except as otherwise expressly set forth in this Agreement, any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Purchasers. Any amendment or waiver
effected in accordance with this Section 8.7 shall be binding upon the Company, each Purchaser and each future holder of any Securities. 
 8.8 Counterparts. This Agreement, and any amendment hereto, may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and
the same document. 
 8.9 Section Headings; Schedules. The section headings are for the convenience of the
parties only and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any matter disclosed as to any section of this Agreement in the schedules hereto shall be deemed to be disclosed as to all sections of the
Agreement. 
 8.10 Severability. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this Agreement. 
 8.11 Governing
Law. This Agreement shall be governed by and construed in accordance with the internal, substantive laws of the State of Delaware excluding any choice of laws rule or principle that would result in the application of the substantive laws of
any other jurisdiction. The parties hereto agree that any action brought under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and
does hereby submit to the jurisdiction and venue of, any state or federal court located in the State of New Jersey. 

8.12 No Implied Rights or Remedies. Except as otherwise expressly provided herein, nothing herein expressed or implied is
intended or shall be construed to confer upon or to give any Person, except the Purchasers and the Company, and their respective successors and assigns permitted under this Agreement, any rights or remedies under or by reason of this Agreement.


  
 -18-









 8.13 Construction. The language used in this Agreement will be deemed to be
the language chosen by the parties to express their joint and mutual intent, and no rule of strict construction will be applied against any party. 
 8.14 Singular, Plural, Etc. Words in the singular include the plural, and words in the plural include the singular, in each case as the context may require. Where a provision is qualified
with respect to knowledge of the Company, such knowledge shall be imputed if any individual Company officer actually possesses such knowledge. “Days” and any other measure of time shall be construed to include weekends and holidays
unless otherwise specified. “Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government (including any agency
or political subdivision thereof). In addition, the word “or” shall not be construed as requiring exclusivity. Whenever the context requires, the neuter gender shall include the masculine and feminine genders. 

8.15 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any holder of any of the
Securities, upon any breach or default of the Company under this Agreement, shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in
any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any holder of any breach or default under this Agreement, or any waiver on the part of any holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically
set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any holder, shall be cumulative and not alternative. 
 8.16 California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH
CONSIDERATION BY THE COMPANY, THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. 

8.17 Specific Performance. The parties hereto agree that: (a) in the event of any breach or threatened breach by any
party of any covenant, obligation, or other provision of this Agreement applicable to such party, the other party shall be entitled (in addition to any other remedy that may be available) to (i) a decree or order of specific performance or
mandamus to enforce the observance and performance of such covenant, obligation or other provision, and (ii) an injunction restraining such breach or threatened breach; and (b) neither such other party shall be required to provide any bond
or other security in connection with any such decree, order or injunction or in connection with any related action or proceeding. 

  
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 8.18 Defined Terms. As used herein, the following terms not otherwise defined
have the following meanings: 
 “Material Adverse Effect” means a material adverse effect on the business,
assets, operations or condition, financial or otherwise, of the Company; provided however, in no event shall any of the following, either individually or in combination, constitute a Material Adverse Effect: (a) changes in general business or
economic conditions in the Company’s industry, (b) any circumstance, change, or effect solely resulting from or arising out of, directly or indirectly, the fact that Company or any Purchaser (rather than another party) is a party to the
transactions contemplated by this Agreement; or (c) any failure by Company to meet internal projections of forecasts or predictions for any period. 
 8.19 Other Defined Terms. Each of the following terms shall have the meanings ascribed to such terms in the section set forth opposite such term:  

 

									
	 Defined Term
	  	 Section
	 	  	  	 Defined Term
	  	 Section

					
	Affiliate	  	3.15	 		  	Investor Rights Agreement	  	5.1(a)
					
	Agreement	  	Preamble	 		  	Liabilities	  	3.16
					
	Ancillary Agreements	  	3.1	 		  	Losses	  	8.3(a)
					
	Balance Sheet Date	  	3.9	 		  	Material Adverse Effect	  	8.18
					
	Board of Directors	  	3.20	 		  	Person	  	8.14
					
	By-Laws	  	3.1	 		  	Plan	  	3.5
					
	Charter	  	1.1	 		  	Preferred Stock	  	3.5
					
	Closing	  	2.2	 		  	Purchaser(s)	  	Preamble
					
	Closing Date	  	2.2	 		  	Securities Act	  	3.5
					
	Common Stock	  	3.5	 		  	Series A Common Stock	  	3.5
					
	Company	  	Preamble	 		  	Series A Preferred Stock	  	3.5
					
	Conversion Shares	  	1.1	 		  	Series A Warrant	  	Recitals
					
	Co-Sale Agreement	  	5.1(c)	 		  	Series A Warrant Shares	  	1.1
					
	Days	  	8.14	 		  	Series A-1 Preferred Stock	  	3.5
					
	Disclosure Schedules	  	3	 		  	Series B Preferred Stock	  	3.5
					
	Exchange Act	  	4.4	 		  	Series C Preferred Stock	  	3.5
					
	Financial Statements	  	3.9	 		  	Series D Preferred Stock	  	3.5
					
	Intellectual Property	  	3.13	 		  	Series E Preferred Stock	  	Recitals
					
		  		 		  	Shares	  	1.1
					
		  		 		  	Warrant Conversion Shares	  	1.1
					
		  		 		  	Warrant Exercise Shares	  	1.1

 [Remainder of page intentionally left blank.] 

  
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 IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have
caused this Series E Preferred Stock Purchase Agreement to be duly executed and delivered as an agreement under seal as of the date and year first above written. 

 

			
	COMPANY
	
	ROKA BIOSCIENCE, INC.
		
	By:	 	 /s/ Paul Thomas

	Name:	 	Paul Thomas
	Title:	 	President and CEO


  
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 IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have
caused this Series E Preferred Stock Purchase Agreement to be duly executed and delivered as an agreement under seal as of the date and year first above written. 
  

			
	PURCHASERS
	
	ORBIMED PRIVATE INVESTMENTS III, LP
		
	BY:	 	ORBIMED CAPITAL GP III, LLC,
		 	ITS GENERAL PARTNER
		
	By:	 	 /s/ Jonathan Silverstein

	Name:	 	Jonathan Silverstein
	Title:	 	Member
	
	ORBIMED ASSOCIATES III, LP
		
	BY:	 	ORBIMED ADVISORS, LLC,
		 	ITS GENERAL PARTNER
		
	By:	 	 /s/ Jonathan Silverstein

	Name:	 	Jonathan Silverstein
	Title:	 	Member


  
 Signature
Page to Stock Purchase Agreement 
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 IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have
caused this Series E Preferred Stock Purchase Agreement to be duly executed and delivered as an agreement under seal as of the date and year first above written. 
  

			
	PURCHASERS
	
	NEW ENTERPRISE ASSOCIATES 13, LIMITED PARTNERSHIP
		
	BY:	 	NEA PARTNERS 13, LIMITED PARTNERSHIP,
		 	ITS GENERAL PARTNER
		
	BY:	 	NEA 13 GP, LTD,
		 	ITS GENERAL PARTNER
		
	By:	 	 /s/ Louis Citron

	Name:	 	Louis Citron
	Title:	 	Chief Legal Officer
	
	TPG BIOTECHNOLOGY PARTNERS III, L.P.
		
	BY:	 	TPG BIOTECHNOLOGY GENPAR III, L.P.,
		 	ITS GENERAL PARTNER
		
	BY:	 	TPG BIOTECHNOLOGY GENPAR III ADVISORS, LLC,
		 	ITS GENERAL PARTNER
		
	By:	 	 /s/ Ronald Cami

	Name:	 	Ronald Cami
	Title:	 	Vice President
	
	AISLING CAPITAL III, LP
	
	 /s/ Lloyd Appel

	Name:	 	Lloyd Appel
	Title:	 	CFO


  
 Signature
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 ATTACHMENT 1 

 

													
	 Purchaser
	  	Shares Purchased	 	  	Series A Warrant Shares	 	  	Aggregate Purchase Price	 
				
	 ORBIMED PRIVATE INVESTMENTS III, LP
	  	 	5,177,292	  	  	 	5,177,292	  	  	$	7,564,023.61	  
	  
 Address:

601 Lexington Avenue, 54th Floor
 New York, NY 10022
 Attn: Chief Financial
Officer
	  				  				  			
	 Mail Certificates to:

Merrill Lynch, Venture Services

600 California Street, 8th Floor

San Francisco, CA 94108

Attn: Thomas Hutson-Wiley
	  				  				  			
				
	 ORBIMED ASSOCIATES III, LLP
	  	 	49,308	  	  	 	49,308	  	  	$	72,038.99	  
				
	 Address:

601 Lexington Avenue, 54th Floor
 New York, NY 10022
 Attn: Chief Financial
Officer
	  				  				  			
	 Mail Certificates to:

Merrill Lynch, Venture Services

600 California Street, 8th Floor

San Francisco, CA 94108

Attn: Thomas Hutson-Wiley
	  				  				  			
				
	 NEW ENTERPRISE ASSOCIATES 13, LIMITED PARTNERSHIP
	  	 	5,226,600	  	  	 	5,226,600	  	  	$	7,636,062.60	  
	  
 Address:

1954 Greenspring Drive, Suite 600

Timonium, MD 21093

Attn: Louis Citron
	  				  				  			
				
	 TPG BIOTECHNOLOGY PARTNERS III, L.P.
	  	 	4,868,659	  	  	 	4,868,659	  	  	$	7,113,110.80	  
				
	 Address:

345 California St.

Suite 3300
 San Francisco, CA 94104
 Attn: Jeremy
Dorsett
	  				  				  			
				
	 AISLING CAPITAL III, LP
	  	 	1,789,708	  	  	 	1,789,708	  	  	$	2,614,763.39	  
	  
 Address:

888 Seventh Avenue, 30th Floor

New York, NY 10106

Attn: Chief Financial Officer
	  				  				  			
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
				
	 TOTAL:
	  	 	17,111,567	  	  	 	17,111,567	  	  	$	24,999,999.39	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 


  
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